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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2009or

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________________ to
________________________

Commission File Number 000-50861

AMERICAS WIND ENERGY
CORPORATION(Exact name of registrant as specified in
its charter)

|Nevada                                                               | 0-0177856                        
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)
|                                                                     |                                  
|24 Palace Arch Drive, Toronto, Ontario, Canada                       | M9A 2S1                          
|(Address of principal executive offices)                             | (Zip Code)                       

416.233.5670(Registrants telephone number,
including area code)

N/A(Former name, former address and
former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
  reports required to be filed by Section 13 or 15(d) of the Securities Exchange
  Act of 1934 during the preceding 12 months (or for such shorter period that
  the registrant was required to file such reports), and (2) has been subject
  to such filing requirements for the past 90 days. [X] YES    [  
  ] NO

Indicate by check mark whether the registrant has submitted electronically
  and posted on its corporate Website, if any, every Interactive Data File required
  to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405
  of this chapter) during the preceding 12 months (or for such shorter period
  that the registrant was required to submit and post such files). Yes [  
  ]     No [   ]

Indicate by check mark whether the registrant is a large accelerated
  filer, an accelerated filer, a non-accelerated filer, or a small reporting company.
  See the definitions of large accelerated filer, accelerated
  filer and smaller reporting company in Rule 12b-2 of the Exchange
  Act

Large accelerated filer [   ]
    
    Accelerated
      filer                    
      [   ]Non-accelerated filer   [  ]
    (Do not check if a smaller reporting company)
    Smaller reporting company  
  [X]


Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act

[   ] YES    [X] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports
  required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the
  distribution of securities under a plan confirmed by a court.
  [ 
 ] YES    [   ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuers
  classes of common stock, as of the latest practicable date.33,319,279 common shares issued and outstanding as of December 1, 2009

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.





2

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AMERICAS WIND ENERGY CORPORATION

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED OCTOBER 31, 2009 AND 2008

UNAUDITED

(EXPRESSED IN U.S. DOLLARS)





CONTENTS

|Condensed
      Consolidated Interim Balance Sheets                                  | F-1             
|------------------------------------------------------------------------------------ | ----------------
|                                                                                     |                 
|Condensed
      Consolidated Interim Statements of Operations and Comprehensive Loss | F-2             
|                                                                                     |                 
|Condensed
      Consolidated Interim Statements of Cash Flows                        | F-3             
|                                                                                     |                 
|Notes
      to Condensed Consolidated Interim Financial Statements                   | F-4
       F-15

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AMERICAS WIND ENERGY CORPORATION(A DEVELOPMENT
STAGE COMPANY)Condensed Consolidated Interim Balance Sheets October
31, 2009 and July 31, 2009 (Expressed in U.S. Dollars)

|                                                       |   | October 31, |   |   | July 31,   |  
|------------------------------------------------------ | - | ----------- | - | - | ---------- | -
|                                                       |   | 2009        |   |   | 2009       |  
|                                                       |   | (Unaudited) |   |   | (Audited)  |  
|                                                       |   |             |   |   |            |  
|ASSETS                                                 |  
|Current Assets                                         |   |             |   |   |            |  
|Cash                                                   | $ | -           |   | $ | 17,637     |  
|Other receivables                                      |   | 3,318       |   |   | 1,451      |  
|Prepaid expenses                                       |   | 1,351       |   |   | 1,351      |  
|Total Current Assets                                   |   | 4,669       |   |   | 20,439     |  
|Equipment, Net(note 5)                                 |   | 928         |   |   | -          |  
|Accounts Receivable - Trade, Noncurrent(note 4)        |   | 46,215      |   |   | 46,405     |  
|Intangible Asset,Net(note 6)                           |   | 1,886,304   |   |   | 1,894,059  |  
|Total Assets                                           | $ | 1,938,116   |   | $ | 1,960,903  |  
|LIABILITIES                                            |  
|Current Liabilities                                    |   |             |   |   |            |  
|Bank indebtedness                                      | $ | 18,185      |   | $ | -          |  
|Accounts payable                                       |   | 112,026     |   |   | 110,184    |  
|Accrued liabilities                                    |   | 202,873     |   |   | 186,280    |  
|Due to
      stockholders (note 7)                     |   | 822,810     |   |   | 743,789    |  
|Convertible loan payable (note 8)                      |   | 380,070     |   |   | 380,070    |  
|Total Current Liabilities                              |   | 1,535,964   |   |   | 1,420,323  |  
|Long-Term Loan Payable                                 |   | 2,818,875   |   |   | 2,818,875  |  
|Total Liabilities                                      |   | 4,354,839   |   |   | 4,239,198  |  
|                                                       |   |             |   |   |            |  
|Commitments and Contingencies(note
      11)           |   |             |   |   |            |  
|                                                       |   |             |   |   |            |  
|STOCKHOLDERS' DEFICIT                                  |  
|Capital Stock                                          |   |             |   |   |            |  
|Class "A" special
      voting shares, no par value;   |   |             |   |   |            |  
|30,000,000 shares authorized, 19,184,615 shares        |   |             |   |   |            |  
|issued and outstanding, however deemed to be           |   |             |   |   |            |  
|cancelled                                              |   |             |   |   | -          |  
|Common stock,
      $0.0001 par value per share;       |   |             |   |   |            |  
|100,000,000 shares authorized; 33,319,279 shares       |   |             |   |   |            |  
|issued and outstanding; 19,184,615 shares deemed       |   |             |   |   |            |  
|issued and outstanding                                 |   | 5,250       |   |   | 5,250      |  
|Additional Paid-In Capital                             |   | 2,461,602   |   |   | 2,461,602  |  
|Accumulated Other
      Comprehensive Loss             |   | (162,115    | ) |   | (181,567   | )
|Accumulated Deficit During the Development
      Stage |   | (4,721,460  | ) |   | (4,563,580 | )
|Total Stockholders'
      Deficit                      |   | (2,416,723  | ) |   | (2,278,295 | )
|Total Liabilities and Stockholders'
      Deficit      | $ | 1,938,116   |   | $ | 1,960,903  |  

(The accompanying notes are an integral part of these condensed
consolidated interim financial statements.)

- F-1 -

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AMERICAS WIND ENERGY CORPORATION(A DEVELOPMENT
STAGE COMPANY)Condensed Consolidated Interim Statements of Operations
and Comprehensive Loss For the Three-Month Periods Ended October 31, 2009
and 2008 and Cumulative from Inception (July 29, 2002) through October 31,
2009 (Expressed in U.S. Dollars) Unaudited

|                                                 |   |              |   |   |              |   |   | Cumulative     |  
|------------------------------------------------ | - | ------------ | - | - | ------------ | - | - | -------------- | -
|                                                 |   |              |   |   |              |   |   | from Inception |  
|                                                 |   |              |   |   |              |   |   | (July 29,      |  
|                                                 |   | Three Months |   |   | Three Months |   |   | 2002           | )
|                                                 |   | Ended        |   |   | Ended        |   |   | through        |  
|                                                 |   | October 31,  |   |   | October 31,  |   |   | October 31,    |  
|                                                 |   | 2009         |   |   | 2008         |   |   | 2009           |  
|                                                 |   |              |   |   |              |   |   |                |  
|Sales                                            | $ | -            |   | $ | -            |   | $ | 4,652,412      |  
|Cost of Sales                                    |   | -            |   |   | -            |   |   | 6,943,121      |  
|                                                 |   |              |   |   |              |   |   |                |  
|Gross Loss                                       |   | -            |   |   | -            |   |   | (2,290,709     | )
|                                                 |   |              |   |   |              |   |   |                |  
|Expenses                                         |   |              |   |   |              |   |   |                |  
|General and
      administrative                 |   | 111,035      |   |   | 104,110      |   |   | 2,710,721      |  
|License fee                                      |   | -            |   |   | -            |   |   | 111,028        |  
|Royalty fee                                      |   | -            |   |   | -            |   |   | 25,755         |  
|Foreign exchange loss                            |   | 26,844       |   |   | 520,856      |   |   | (237,209       | )
|Depreciation and
      amortization              |   | 165          |   |   | 20,302       |   |   | 199,224        |  
|                                                 |   |              |   |   |              |   |   |                |  
|                                                 |   |              |   |   |              |   |   |                |  
|Total Expenses                                   |   | 138,044      |   |   | 645,268      |   |   | 2,809,519      |  
|                                                 |   |              |   |   |              |   |   |                |  
|                                                 |   |              |   |   |              |   |   |                |  
|Loss from Operations                             |   | (138,044     | ) |   | (645,268     | ) |   | (5,100,228     | )
|                                                 |   |              |   |   |              |   |   |                |  
|                                                 |   |              |   |   |              |   |   |                |  
|Other Income (Expenses)                          |   |              |   |   |              |   |   |                |  
|Gain on sale of
      investment in Emergya Wind |   |              |   |   |              |   |   |                |  
|Technologies
      B.V. Inc.                     |   | -            |   |   | -            |   |   | 1,129,247      |  
|Gain on settlement of
      debt                 |   | -            |   |   | -            |   |   | 311,205        |  
|Gain on sale of equipment                        |   | -            |   |   | -            |   |   | 210,596        |  
|Interest income                                  |   | -            |   |   | -            |   |   | 129,067        |  
|Loss on disposal of contracts                    |   | -            |   |   | -            |   |   | (682,969       | )
|Interest expense and
      financing costs       |   | (19,836      | ) |   | (47,280      | ) |   | (775,081       | )
|                                                 |   |              |   |   |              |   |   |                |  
|Total Other Income (Expenses)                    |   | (19,836      | ) |   | (47,280      | ) |   | 322,065        |  
|                                                 |   |              |   |   |              |   |   |                |  
|                                                 |   |              |   |   |              |   |   |                |  
|Loss Before Income Taxes                         |   | (157,880     | ) |   | (692,548     | ) |   | (4,778,163     | )
|Benefit from income
      taxes (note 10)        |   | -            |   |   | -            |   |   | 56,703         |  
|                                                 |   |              |   |   |              |   |   |                |  
|Net Loss                                         |   | (157,880     | ) |   | (692,548     | ) |   | (4,721,460     | )
|Foreign currency translation
      adjustments   |   | 19,452       |   |   | 409,950      |   |   | (162,115       | )
|                                                 |   |              |   |   |              |   |   |                |  
|                                                 |   |              |   |   |              |   |   |                |  
|Comprehensive Loss                               | $ | (138,428     | ) | $ | (282,598     | ) | $ | (4,883,575     | )
|                                                 |   |              |   |   |              |   |   |                |  
|                                                 |   |              |   |   |              |   |   |                |  
|Loss per Share - Basic and Diluted               | $ | 0.003        |   | $ | 0.005        |   |   |                |  
|                                                 |   |              |   |   |              |   |   |                |  
|Weighted Average Number of Shares                |   |              |   |   |              |   |   |                |  
|Outstanding During
      the Periods - Basic     |   |              |   |   |              |   |   |                |  
|and Diluted                                      |   | 52,503,894   |   |   | 52,503,894   |   |   |                |  

(The accompanying notes are an integral part of these condensed
consolidated interim financial statements.)

- F-2 -

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AMERICAS WIND ENERGY CORPORATION(A DEVELOPMENT
STAGE COMPANY)Condensed Consolidated Interim Statements of Cash Flows
For the Three-Month Periods Ended October 31, 2009 and 2008
andCumulative from Inception (July 29, 2002) through October 31, 2009
(Expressed in U.S. Dollars) Unaudited

|                                                                  |   |          |   |   |          |   |   | Cumulative from     |  
|----------------------------------------------------------------- | - | -------- | - | - | -------- | - | - | ------------------- | -
|                                                                  |   |          |   |   |          |   |   | Inception           |  
|                                                                  |   |          |   |   |          |   |   | July 29, 2002       |  
|                                                                  |   |          |   |   |          |   |   | (Date of Inception) |  
|                                                                  |   |          |   |   |          |   |   | through             |  
|                                                                  |   | 2009     |   |   | 2008     |   |   | October 31, 2009    |  
|Cash Flows from Operating Activities                              |   |          |   |   |          |   |   |                     |  
|Net loss                                                          | $ | (157,880 | ) | $ | (692,548 | ) | $ | (4,721,460          | )
|Adjustments for:                                                  |   |          |   |   |          |   |   |                     |  
|Loss
      on disposal of contracts                               |   | -        |   |   | -        |   |   | 682,969             |  
|Accretion on convertible
      loan payable                       |   | -        |   |   | 20,761   |   |   | 75,442              |  
|Interest
      on convertible loan payable                        |   | -        |   |   | 6,520    |   |   | 30,250              |  
|Depreciation and amortization                                     |   | 165      |   |   | 20,302   |   |   | 199,224             |  
|Provision
      for contract losses                               |   | -        |   |   | (355,149 | ) |   | 20,847              |  
|Gain on sale of investment
      in EWT B.V. Inc.                 |   | -        |   |   | -        |   |   | (1,129,247          | )
|Gain
      on settlement of debt                                  |   | -        |   |   | -        |   |   | (311,205            | )
|Gain on sale of equipment                                         |   | -        |   |   | -        |   |   | (210,596            | )
|Changes in non-cash
      working capital, net of effects from    |   |          |   |   |          |   |   |                     |  
|acquisition:                                                      |   |          |   |   |          |   |   |                     |  
|Accounts
      receivable                                         |   | -        |   |   | 39,998   |   |   | (48,830             | )
|Other receivables                                                 |   | (1,867   | ) |   | 2,985    |   |   | 2,384               |  
|Costs
      on uncompleted                                        |   |          |   |   |          |   |   |                     |  
|contract in excess of related billings                            |   | -        |   |   | 525,052  |   |   | -                   |  
|Prepaid
      expenses                                            |   | -        |   |   | 24,897   |   |   | (1,351              | )
|Accounts payable                                                  |   | 1,842    |   |   | (133,724 | ) |   | 110,355             |  
|Accrued
      liabilities                                         |   | 16,594   |   |   | (57,993  | ) |   | 202,874             |  
|Billings on uncompleted
      contract in excess of related costs |   | -        |   |   | -        |   |   | 940,730             |  
|                                                                  |   |          |   |   |          |   |   |                     |  
|Net Cash Used in Operating Activities                             |   | (141,146 | ) |   | (598,899 | ) |   | (4,157,614          | )
|                                                                  |   |          |   |   |          |   |   |                     |  
|Cash Flows from Financing Activities                              |   |          |   |   |          |   |   |                     |  
|Bank indebtedness                                                 |   | 18,185   |   |   | -        |   |   | 18,185              |  
|Increase in long-term loan payable                                |   | -        |   |   | -        |   |   | 1,212,192           |  
|Proceeds from issuance of common
      stock                      |   | -        |   |   | -        |   |   | 2,550,090           |  
|Proceeds from convertible loan payable                            |   | -        |   |   | -        |   |   | 275,000             |  
|Proceeds from issuance of warrants                                |   | -        |   |   | -        |   |   | 75,000              |  
|Cash of subsidiary acquired                                       |   | -        |   |   | -        |   |   | 231                 |  
|Increase in advances from investors                               |   | -        |   |   | -        |   |   | 1,321,677           |  
|Decrease in advances from investors                               |   | -        |   |   | -        |   |   | (1,321,677          | )
|Advances from Digital Predictive
      Systems Inc.               |   | -        |   |   | -        |   |   | 1,713,046           |  
|Repayment to Digital Predictive
      Systems Inc.                |   | -        |   |   | -        |   |   | (1,713,046          | )
|Advances from stockholders                                        |   | 79,021   |   |   | -        |   |   | 854,615             |  
|Repayment of due to stockholders                                  |   | -        |   |   | (31,805  | ) |   | (31,805             | )
|Stock issuance costs                                              |   | -        |   |   | -        |   |   | (162,500            | )
|                                                                  |   |          |   |   |          |   |   |                     |  
|Net Cash (Used in)/Provided by Financing Activities               |   | 97,206   |   |   | (31,805  | ) |   | 4,791,008           |  
|                                                                  |   |          |   |   |          |   |   |                     |  
|Cash Flows from Investing Activities                              |   |          |   |   |          |   |   |                     |  
|Proceeds from sale of investment
      in Emergya Wind            |   |          |   |   |          |   |   |                     |  
|Technologies B.V. Inc.                                            |   | -        |   |   | -        |   |   | 1,931,479           |  
|Proceeds from sale of equipment                                   |   | -        |   |   | -        |   |   | 295,755             |  
|Acquisition of equipment                                          |   | (1,093   | ) |   | -        |   |   | (166,415            | )
|Advances to Emergya Wind Technologies
      B.V. Inc.             |   | -        |   |   | -        |   |   | (798,257            | )
|Acquisition of intangible                                         |   | -        |   |   | -        |   |   | (1,731,802          | )
|                                                                  |   |          |   |   |          |   |   |                     |  
|Net Cash Used in Investing Activities                             |   | (1,093   | ) |   | -        |   |   | (469,240            | )
|                                                                  |   |          |   |   |          |   |   |                     |  
|Effect of Exchange Rate Change on Cash                            |   | 27,396   |   |   | 555,666  |   |   | (164,154            | )
|                                                                  |   |          |   |   |          |   |   |                     |  
|Change in Cash                                                    |   | (17,637  | ) |   | (75,038  | ) |   | -                   |  
|Cash - Beginning of Period                                        |   | 17,637   |   |   | 89,186   |   |   | -                   |  
|                                                                  |   |          |   |   |          |   |   |                     |  
|Cash - End of Period                                              | $ | -        |   | $ | 14,148   |   | $ | -                   |  

(The accompanying notes are an integral part of these condensed
consolidated interim financial statements.)

- F-3 -

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AMERICAS WIND ENERGY CORPORATION(A DEVELOPMENT
STAGE COMPANY)Notes to Condensed Consolidated Interim Financial
Statements October 31, 2009 (Expressed in U.S. Dollars) Unaudited

|1. | Organization, Development Stage Activities, Reverse
      Merger Transaction, and Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Americas Wind Energy Corporation (the "Company") was
      incorporated under the laws of the State of Nevada on August 22, 2003. The
      Company was acquired in a reverse merger transaction on August 11, 2006.
      The Company changed its ordinary course of business from that of
      establishing a marine adventure tourism business to that of manufacturing
      and distributing wind power turbines to wind farm developers throughout
      the Americas through its operating subsidiary incorporated in Canada,
      Americas Wind Energy Inc. ("AWE Inc."), which has been involved in the
      wind turbines business since July 29, 2002.                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On April 23, 2004, the Company entered into a license
      agreement with Emergya Wind Technologies B.V. Inc. ("EWT") to obtain the
      North American intellectual property rights and know-how relating to EWT's
      medium capacity wind turbines, for an indefinite period of time (herein
      the Master License Agreement) (see note 6).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On March 5, 2009, the Company entered into an agreement
      with EWT and EWT-Americas Inc. (EWT- Americas) to sublicense its license
      to EWT-Americas, thereby allowing the use of its exclusive intellectual
      property and know-how rights in relation to the manufacturing and sales of
      medium capacity wind turbines in the size range of 600 kilowatt to 1
      megawatt to the Canadian, United States, Mexican and related territory
      markets (herein the Agreement). The Company will receive sublicense
      payments based on a percentage of sales and gross profit of wind turbine
      sales made by EWT-Americas (see note 11(a)).                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | As part of the Agreement, the Company has transferred to
      EWT-Americas all of its risks and benefits to its Waverly Light and Power
      (Waverly) and Rural Electric Convenience Cooperative Co. (Rural)
      contracts (see note 11(a)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | EWT-Americas has also assumed the costs incurred on the
      Confederation Power Inc. (previously Vector Wind Energy Inc.)
      (Confederation) and Wind Vision LLC (Windvision) contracts since March
      5, 2009. Total aggregate costs incurred by EWT-Americas on behalf of the
      Company and the deposits received by the Company on the Waverly and Rural
      contracts and owing to EWT-Americas (herein debt) will only be repaid to
      the extent of up to 25% of the sublicense payments that the Company
      receives from EWT-Americas. If no sublicense payments are received, no
      part of the debt will be repaid to EWT-Americas. These contracts have been
      commissioned in the prior year, and the Company does not have any other
      ongoing or future contracts in the wind turbines business.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Going Concern Assumption                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company's consolidated financial statements are
      presented on a going concern basis, which contemplates the realization of
      assets and discharge of liabilities in the normal course of business. The
      Company's negative working capital and accumulated deficit raise
      substantial doubt as to its ability to continue as a going concern. As of
      October 31, 2009, the Company had a negative working capital of $1,531,295
      and an accumulated deficit of $4,721,460.                                                                                                                                                                                                                                                                                                                                        

- F-4 -

---

AMERICAS WIND ENERGY CORPORATION(A DEVELOPMENT
STAGE COMPANY)Notes to Condensed Consolidated Interim Financial
Statements October 31, 2009 (Expressed in U.S. Dollars) Unaudited

|1. | Organization, Development Stage Activities, Reverse
      Merger Transaction, and Going Concern(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company's continuance as a going concern is dependent
      on its Directors and principal stockholders in providing financial support
      in the short term and receiving sufficient sublicense payments under the
      Agreement (note 11(a)) to discharge the Companys liabilities. In the
      event that these are not achieved, the assets may not be realized or
      liabilities discharged at their carrying amounts, and differences from the
      carrying amounts reported in these consolidated financial statements could
      be material.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The accompanying consolidated financial statements do not
      include any adjustments to reflect the possible future effects on the
      recoverability and classification of assets or the amounts and
      classification of liabilities that may result from the inability of the
      Company to continue as a going concern.                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2. | Summary of Significant Accounting
  Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

- F-5 -

---

AMERICAS WIND ENERGY CORPORATION(A DEVELOPMENT
STAGE COMPANY)Notes to Condensed Consolidated Interim Financial
Statements October 31, 2009 (Expressed in U.S. Dollars) Unaudited

|2. | Summary of Significant Accounting Policies(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | Fair Value Measurements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Effective August 1, 2007, the Company adopted SFAS 157,
      except as it applies to the nonfinancial assets and nonfinancial
      liabilities subject to FSP SFAS 157-2. SFAS 157 clarifies that fair value
      is an exit price, representing the amount that would be received to sell
      an asset or paid to transfer a liability in an orderly transaction between
      market participants. As such, fair value is a market-based measurement
      that should be determined based on assumptions that market participants
      would use in pricing an asset or a liability. As a basis for considering
      such assumptions, SFAS 157 establishes a three-tier value hierarchy, which
      prioritizes the inputs used in the valuation methodologies in measuring
      fair value:

| | Level 1 | - | Observable inputs that reflect quoted prices (unadjusted)
      for identical assets or liabilities in active markets.
| | ------- | - | ----------------------------------------------------------------------------------------------------------------------
| |         |   |                                                                                                                       
| | Level 2 | - | Include other inputs that are directly or indirectly
      observable in the marketplace.                             
| |         |   |                                                                                                                       
| | Level 3 | - | Unobservable inputs which are supported by little or no
      market activity.                                        

The fair value hierarchy also requires
an entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. Cash (Level 1), accounts
receivable, other receivables, accounts payable, accrued liabilities, and
convertible loan payable (Level 2) are reflected in the consolidated balance
sheet at carrying value, which approximates fair value due to the short-term
nature of these instruments.

The fair value of the long-term loan
payable approximates carrying value due to the nature of the royalty terms and
the fairly recent placement of the debt.

- F-6 -

---

AMERICAS WIND ENERGY CORPORATION(A DEVELOPMENT
STAGE COMPANY)Notes to Condensed Consolidated Interim Financial
Statements October 31, 2009 (Expressed in U.S. Dollars) Unaudited

|4. | Accounts Receivable                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                      
|   | Accounts receivable - holdback represents an amount
      specified under certain contracts that the customer is contractually
      entitled to withhold until completion of the project or until certain
      project milestones are achieved. The holdback amount will be released in
      2011.
|   |                                                                                                                                                                                                                                                                                                      
|5. | Equipment, Net                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                      
|   | Equipment comprises the
following:                                                                                                                                                                                                                                                                   

| |                     |   |       |  |   | 2009         |  
| | ------------------- | - | ----- |  | - | ------------ | -
| |                     |   |       |  |   | Accumulated  |  
| |                     |   | Cost  |  |   | Depreciation |  
| |                     |   |       |  |   |              |  
| | Computer equipment  | $ | 1,093 |  | $ | (165         | )
| |                     |   |       |  |   |              |  
| | Total               | $ | 1,093 |  | $ | (165         | )
| |                     |   |       |  |   |              |  
| | Net carrying amount |   |       |  | $ | 928          |  

|   | Depreciation expense charged to operations amounted to
      $165 for the three months ended October 31, 2009.
|-- | --------------------------------------------------------------------------------------------------------------
|   |                                                                                                               
|6. | Intangible Asset, Net                                                                                         

| |                        |   |           |   |   | 2009         |  
| | ---------------------- | - | --------- | - | - | ------------ | -
| |                        |   |           |   |   | Accumulated  |  
| |                        |   | Cost      |   |   | Amortization |  
| |                        |   |           |   |   |              |  
| | License right          | $ | 2,179,440 |   | $ | (138,648     | )
| | Translation adjustment |   | (164,984  | ) |   | 10,496       |  
| |                        |   |           |   |   |              |  
| |                        | $ | 2,014,456 |   | $ | (128,152     | )
| |                        |   |           |   |   |              |  
| | Net carrying amount    |   |           |   | $ | 1,886,304    |  

- F-7 -

---

AMERICAS WIND ENERGY CORPORATION(A DEVELOPMENT
STAGE COMPANY)Notes to Condensed Consolidated Interim Financial
Statements October 31, 2009 (Expressed in U.S. Dollars) Unaudited

|6. | Intangible Asset, Net(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | On April 23, 2004, the Company entered into a license
      agreement with Emergya Wind Technologies B.V. Inc. ("EWT") to obtain the
      North American intellectual property rights and know-how relating to EWT's
      medium capacity wind turbines, for an indefinite period of time. The
      license fee was acquired for 1,350,000 euros (equivalent to
      $1,809,372).                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | During 2008, the Company amortized the license right over
      its estimated useful life of 25 years. Previous to 2008, the Company
      regarded the license right to have an indefinite life and thus did not
      record amortization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | In accordance with the Agreement, beginning on March 6,
      2009, the intangible asset is being amortized based on a percentage of
      sublicense payments received compared to $14,000,000, being the minimum
      sublicense payments required without termination of the Agreement (see
      note 11(a)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7. | Due to Stockholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The amounts due to stockholders bear interest of 10% per
      annum, are unsecured and are due on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8. | Convertible Loan Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | On March 6, 2008, the Company received $350,000 pursuant
      to a convertible loan agreement. The convertible loan bears interest at 2%
      above the Bank of Canada's prime rate per annum (as of October 31, 2009,
      the Bank of Canada's rate was 2.25%), payable quarterly, is unsecured, and
      matured March 6, 2009. As the convertible loan payable was not repaid on
      March 6, 2009, its maturity date, Smart Goal Investment Limited may, by
      written notice, exercise its rights of conversion in respect of either a
      portion of or the total outstanding amount of the loan plus accrued
      interest into shares of the Company at $0.32 per share. As of December 17,
      2009, Smart Goal Investment Limited has not exercised the right of
      conversion.

- F-8 -

---

AMERICAS WIND ENERGY CORPORATION(A DEVELOPMENT STAGE COMPANY)
  Notes to Condensed Consolidated Interim Financial Statements 
  October 31, 2009 
  (Expressed in U.S. Dollars) 
  Unaudited

|8. | Convertible Loan Payable(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | At the date of issuance, the conversion feature of the
        convertible loan was in-the-money. The intrinsic value of
        this beneficial conversion feature was $278,560. In accordance with EITF
        98-5, Accounting for Convertible Securities with Beneficial Conversion
        Features or Contingently Adjustable Conversion Ratios,and EITF
        00-27, Application of Issue No. 98-5 to Certain Convertible Instruments,this amount was measured but was not recognized as of October 31,
        2009. This amount will be recorded as additional paid-in capital only
        when the contingency is resolved.                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In addition, the Company has issued warrants to purchase
        546,875 common shares of the Company at an exercise price of $0.35. In
        accordance with APB Opinion No. 14, Accounting for Convertible
        Debt and Debt Issued with Stock Purchase Warrants,$275,000
        of the cash consideration received by the Company has been allocated to
        the convertible loan and $75,000 has been allocated to the warrants based
        on their relative fair values at the date of issuance of convertible loan.
        The convertible loan is being accreted to its face value through a periodic
        charge to interest expense using the effective interest method. Accretion
        included in the interest and financing costs for the three months ended
        October 31, 2009 amounted to nil.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company incurred the following amounts with related
        parties:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

| |    |                  |   | 2009   | 
| | -- | ---------------- | - | ------ | 
| | a) | Consulting fees  |   |        | 
| |    | Stockholders     | $ | 62,762 | 
| |    |                  |   |        | 
| | b) | Interest expense |   |        | 
| |    | Stockholders     | $ | 19,836 | 

These transactions were in the normal
course of business and recorded at an exchange value established and agreed upon
by the related parties.

- F-9 -

---

AMERICAS WIND ENERGY CORPORATION(A DEVELOPMENT
STAGE COMPANY)Notes to Condensed Consolidated Interim Financial
Statements October 31, 2009 (Expressed in U.S. Dollars) Unaudited

|10. | Income Taxes                                        
|--- | ----------------------------------------------------
|    |                                                     
|    | The Company's current income taxes are as
  follows:

| |                                                          |   | 2009    |  
| | -------------------------------------------------------- | - | ------- | -
| |                                                          |   |         |  
| | Expected income tax recovery at the
      statutory rate |   |         |  
| | of 33.2%                                                 | $ | 52,459  |  
| | Other permanent differences                              |   | -       |  
| | Translation adjustment                                   |   | (76     | )
| | Change in valuation allowance                            |   | (52,383 | )
| |                                                          |   |         |  
| | Benefit from income taxes                                | $ | -       |  

- F-10 -

---

AMERICAS WIND ENERGY CORPORATION(A DEVELOPMENT
STAGE COMPANY)Notes to Condensed Consolidated Interim Financial
Statements October 31, 2009 (Expressed in U.S. Dollars) Unaudited

|10. | Income Taxes(cont'd)                                                   
|--- | -----------------------------------------------------------------------
|    |                                                                        
|    | The components of deferred tax assets (liability) are as
      follows:

| |                                  |   | 2009       |      
| | -------------------------------- | - | ---------- | -----
| |                                  |   |            |      
| | Net operating loss carryforwards | $ | 1,830,224  |      
| | Intangible asset                 |   | (37,732    | **)**
| | Other deferred tax assets        |   | 6,187      |      
| | Accounts receivable - holdback   |   | (15,353    | **)**
| | Valuation allowance              |   | (1,783,326 | **)**
| |                                  |   |            |      
| | Net                              | $ | -          |      

The Company has net operating loss
carryforwards available to be applied against future years' income. Due to the
losses from operations and expected future operating results, it is more likely
than not that the deferred tax asset resulting from the tax losses available for
carry forward will not be realized through the reduction of future income tax
payments, accordingly, a 100% valuation allowance has been recorded for deferred
tax assets and current income taxes.

As of October 31, 2009, the Company had
$5,492,462 of Federal, provincial and state net operating loss carryforwards
(including losses of $316,177 in the U.S.) available to offset future taxable
income. Such carryforwards expire in:

2014
    $
    493,0192016
    
    22,3362024
    
    14,8482025
    
    83,8782026
    
    7,4642027
    
    451,0862028
    
    678,2082029
    
    3,501,0902030
    
    240,533$
    5,492,462


- F-11 -

---

AMERICAS WIND ENERGY CORPORATION(A DEVELOPMENT STAGE COMPANY)
  Notes to Condensed Consolidated Interim Financial Statements 
  October 31, 2009 
  (Expressed in U.S. Dollars) 
  Unaudited

|11. | Commitments and Contingencies
|--- | -----------------------------

a) Entry into the Agreement

On March 5, 2009, the Company
sublicensed its license to EWT-Americas under the agreement among EWT,
EWT-Americas and the Company, thereby allowing the use of its exclusive
intellectual property and know-how rights in relation to the manufacturing and
sales of medium capacity wind turbines in the size range of 600 kilowatt to 1
megawatt to the Canadian, United States, Mexican and related territory markets
(Exclusive Rights Territory) to EWT-Americas. The Company will be receiving
sublicense payments in an amount equal to the sum of (i) 2.5% of sales revenues
and (ii) 12.5% of gross profit, not exceeding $28,000,000 in aggregate. The
sublicense term is for up to five years, or the achievement of the $28,000,000
in aggregate sublicense payments, if this milestone is reached before March 5,
2014. At the end of the sublicense term, the license right will revert back to
EWT on an exclusive basis on accepted customers, as defined in the Agreement,
and non-exclusive basis on other customers.

The Company has the right to terminate
the Agreement earlier if the aggregate sublicense payments under the Agreement
are less than $14,000,000 and one of the following events occurs before March 5,
2012:

| | a) | If EWT-Americas ceases to conduct any business in the
      Exclusive Rights Territory for a period of greater than 12 consecutive
      months;                                                                                             
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                              
| | b) | If EWT-Americas seeks relief under Title 7 of the U.S.
      Bankruptcy Code or a similar provision and an order is entered to
      liquidate EWT-Americas as opposed to a bankruptcy filing under Title 11
      seeking reorganization; or
| |    |                                                                                                                                                                                                                                              
| | c) | If EWT-Americas fails to make any undisputed payments to
      the Company when due and such payment is not made within 45 days of the
      notice given by the Company.                                                                    

If the aggregate sublicense payments of
$14,000,000 are not met and one of the above events occurs before March 5, 2012,
the license will revert back to the Company.

As part of the Agreement, the Company
has transferred to EWT-Americas all of its risks and benefits to its Waverly and
Rural contracts. As such, the Company is committed to transfer the deposits made
by Waverly and Rural of $940,730 to EWT-Americas.

EWT-Americas has assumed the costs
incurred on the Confederation and Windvision contracts. At July 31, 2009, total
aggregate costs along with the deposits on the Waverly and Rural contracts owing
to EWT-Americas were $2,818,875 (herein debt), which is presented as long-term
loan payable. This debt will only be repaid to the extent of up to 25% of the
sublicense payments that the Company receives from EWT-Americas. In case no
sublicense payments are received, no part of the debt will be repaid to
EWT-Americas.

- F-12 -

---

AMERICAS WIND ENERGY CORPORATION(A DEVELOPMENT
STAGE COMPANY)Notes to Condensed Consolidated Interim Financial
Statements October 31, 2009 (Expressed in U.S. Dollars) Unaudited

|11. | Commitments and Contingencies(contd)
|--- | -------------------------------------

a) Entry into the Agreement (contd)

Also, as part of the Agreement, the Company
  assigned all of its rights, interest and obligations under the license agreement
  with GE Power Technology LLC ("GEPT"). Such license agreement required the Company
  to pay GEPT a royalty equal to $32,500 per one megawatt of capacity for each
  sale of a wind turbine.

b) Vendor claims

In the prior year, one of AWE Inc.s
  vendors asserted a claim for $235,000 and up to $5,000,000 in punitive damages
  against AWE Inc. claiming AWE Inc. breached an agreement with the vendor for
  services and commissions. No legal action has been commenced by the vendor.
  In managements opinion, the claim has no merit and legal counsel will
  be hired to defend it, if necessary. The outcome of this claim is not determinable
  at this time and as such, no liability has been recorded in these consolidated
  financial statements.

In the prior year, another of AWE Inc.s
  vendors submitted an invoice to AWE Inc. in the amount of approximately $222,000,
  which management is disputing. No legal claim has been made to date by this
  vendor. Management will defend any action brought to collect the amount, if
  necessary. The outcome of this claim is not determinable at this time and as
  such, no liability has been recorded in these consolidated financial statements.

c) Customer claim

In the prior year, a former customer
  of AWE Inc. sustained damages to its wind turbine and tower during construction.
  No legal claim has been made to date by the former customer. Management believes
  that AWE Inc. is not liable for the damages suffered under the agreement. The
  outcome of this claim is not determinable at this time and as such, no liability
  has been recorded in these consolidated financial statements.

- F-13 -

---

AMERICAS WIND ENERGY CORPORATION(A DEVELOPMENT
STAGE COMPANY)Notes to Condensed Consolidated Interim Financial
Statements October 31, 2009 (Expressed in U.S. Dollars) Unaudited

|12. | Cash Flow Supplemental Information                               
|--- | -----------------------------------------------------------------
|    |                                                                  
|    | Non-cash financing and investing activities are as
      follows:

| |                                            |   |      |  |   |      |  |   | Cumulative from |  
| | ------------------------------------------ | - | ---- |  | - | ---- |  | - | --------------- | -
| |                                            |   |      |  |   |      |  |   | Inception       |  
| |                                            |   |      |  |   |      |  |   | (July 29, 2002  | )
| |                                            |   |      |  |   |      |  |   | through         |  
| |                                            |   |      |  |   |      |  |   | October 31,     |  
| |                                            |   | 2009 |  |   | 2008 |  |   | 2009            |  
| |                                            |   |      |  |   |      |  |   |                 |  
| | Acquisition of subsidiary, net of cash     |   |      |  |   |      |  |   |                 |  
| | acquired, through share exchange           | $ | -    |  | $ | -    |  | $ | 4,031           |  
| |                                            |   |      |  |   |      |  |   |                 |  
| | Issuance of compensation options as        |   |      |  |   |      |  |   |                 |  
| | commission for the
      private placement | $ | -    |  | $ | -    |  | $ | 40,275          |  

During the period, the Company had cash
flows arising from interest and income taxes paid as follows:

| |              |   |      |  |   |      |  |   | Cumulative from  |  
| | ------------ | - | ---- |  | - | ---- |  | - | ---------------- | -
| |              |   |      |  |   |      |  |   | Inception        |  
| |              |   |      |  |   |      |  |   | (July 29, 2002   | )
| |              |   |      |  |   |      |  |   | through          |  
| |              |   | 2009 |  |   | 2008 |  |   | October 31, 2009 |  
| |              |   |      |  |   |      |  |   |                  |  
| | Income taxes | $ | -    |  | $ | -    |  | $ | -                |  
| |              |   |      |  |   |      |  |   |                  |  
| | Interest     | $ | -    |  | $ | -    |  | $ | 537,039          |  

- F-14 -

---

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
"may", "should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. The following discussion should be read in
conjunction with our financial statements and the related notes that appear
elsewhere in this quarterly report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the forward
looking statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed below and elsewhere in this
quarterly report.

In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars. All references to "US$"
refer to United States dollars and all references to "common shares" refer to
the common shares in our capital stock.

As used in this quarterly report, the terms we, us, our,
our company and Americas Wind refer to Americas Wind Energy Corporation,
and, unless otherwise indicated, our subsidiary, 6544797 Canada Ltd., a Canadian
corporation, and our wholly-owned subsidiary Americas Wind Energy Inc., an
Ontario corporation.

General Overview

We were incorporated pursuant to the laws of the State of
Nevada on August 22, 2003.

On June 4, 2005, we effected a six for one forward stock split
of the issued shares of common stock in the capital of our company.

On October 14, 2005, we effected a 3.195 for one forward stock
split of the issued shares of common stock in the capital of our company.

On April 4, 2006, our board of directors approved an amendment
to our Articles of Incorporation to create 30,000,000 Class A Special Voting
Shares in the capital of our company. Subsequent to our board of directors
approval of the amendment to our Articles of Incorporation, on April 5, 2006,
the holders of a majority of the outstanding common shares of our company
consented in writing to the amendment to our Articles of Incorporation. The
amendment to our Articles of Incorporation was effected with the Nevada
Secretary of State on June 19, 2006. As a result, our authorized capital
consists of 100,000,000 shares of common stock with a par value of $0.0001 and
30,000,000 Class A Special Voting Stock without par value.

On August 28, 2006, our board of directors approved an
amendment to our Articles of Incorporation to change our name from Northwest
Passage Ventures, Ltd. to Americas Wind Energy Corporation. Also on August
28, 2006, the holders of a majority of the outstanding common shares of our
company consented in writing to the amendment to our Articles of Incorporation.
The amendment to our Articles of Incorporation was effected with the Nevada
Secretary of State on October 16, 2006.

4

---

Effective March 5, 2009, we entered into a sublicense agreement
with Americas Wind Energy Inc., our Ontario subsidiary company, Emergya Wind
Technologies B.V. a Netherlands company and EWT-Americas Inc., a Delaware
corporation, wherein we have agreed to grant to EWT-Americas an exclusive
sublicense of all of our rights under a master license agreement dated April 23,
2004.

We had an exclusive license for the North American territory
from EWT B.V., of the Netherlands, for the mid-sized direct drive wind turbines
manufactured by EWT B.V.

We have provided a sub-license of these rights to EWT-Americas
Inc. a wholly owned subsidiary of Emergya Wind Technologies Holdings N.V. and an
affiliate of EWT B.V.

The major terms of the transaction which closed effective March
5, 2009 are:

- We sub-licensed to EWT-Americas our existing rights to market in North
  America
- EWT- Americas will be the exclusive manufacturer and supplier of EWT wind
  turbines in North America.

On March 5, 2009, we completed a sublicense agreement with EWT
Americas. The complete agreement is available on-line as filed with the SEC.

Summary terms of the agreement are:

- The sublicense agreement gives AWE a royalty of 2.5 % of sales revenue and
  12.5% of contribution margin on all sales to companies listed on Exhibit A of
  the agreement over the next 5 years.
- The royalty payments are capped at $28 million.
- EWT Americas has taken over all AWE projects except two and is completing
  these two projects for our company.
- The costs to complete these two projects plus additional monies owed to
  EWT for materials will be taken out of our royalty payments at the rate of 25%
  of each royalty payment until completed.
- We cannot compete with EWT Americas in the windturbine business.

Effective March 5, 2009, Mr. Frank Pickersgill, our secretary
and director, entered into a consulting agreement with EWT-Americas Inc.
Pursuant to the terms of the consulting agreement, Mr. Pickersgill is to provide
business consulting services to EWT-Americas Inc. for a monthly compensation of
US$6,250. The agreement will terminate on the earlier of: (i) two years from the
date of the agreement, or (ii) the termination of the sublicense agreement.

Effective March 5, 2009, Mr. Hal Dickout, our president, chief
executive officer, chairman and director, entered into a consulting agreement
with EWT-Americas Inc. Pursuant to the terms of the consulting agreement, Mr.
Dickout is to provide business consulting services to EWT-Americas Inc. for a
monthly compensation of US$6,250. The agreement will terminate on the earlier
of: (i) two years from the date of the agreement, or (ii) the termination of the
sublicense agreement.

Our Current Business

We are now a company with no operations and a projected revenue
stream of up to $28 million over the next 5 years.

To maximize shareholder value, we plan to explore joint
venture, merger or acquisition opportunities for our company. We intend to focus
on the field of renewable energy.

Cash Requirements

Over the next 12 months we intend to operate as a business development
  Company. We anticipate that we will incur the following operating expenses during
  this period:

5

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Estimated Funding Required During the Next 12 MonthsExpense
    AmountProfessional fees
    $300,000Other general administrative expenses
    $300,000Total
    $600,000


We believe that we will require additional funds to implement
our growth strategy. These funds may be raised through equity financing, debt
financing, or other sources, which may result in further dilution in the equity
ownership of our shares. There is no assurance that we will be able to maintain
operations at a level sufficient for an investor to obtain a return on their
investment in our common stock. Further, we may continue to be unprofitable.

Purchase of Significant Equipment

We do not anticipate the purchase or sale of any plant or
significant equipment during the next 12 months.

Trends and Uncertainties

Our revenues are dependent on the success of EWT Americas in
selling windturbines to our customer list. Prospects look good in the current
political environment of support for renewables but results cannot be assured.

Our ability to develop new business in the current market
environment may take some time.

Employees

As of October 31, 2009, we had two employees consisting of
Harold Dickout, our chief executive officer, president and chairman, Frank
Pickersgill, our secretary. We plan to hire additional employees when
circumstances warrant.

Going Concern

We anticipate that additional funding will be required in the
form of equity financing from the sale of our common stock. At this time, we
cannot provide investors with any assurance that we will be able to raise
sufficient funding from the sale of our common stock or through a loan from our
directors to meet our obligations over the next twelve months. We do not have
any arrangements in place for any future debt or equity financing.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.

Results of Operations

Three month Summary ending October 31, 2009 and 2008

Three Months EndedOctober 312009
      
      
      2008Sales
      $
      Nil
      
      $
      NilCost of Sales
      $
      Nil
      
      $
      NilOperating Expenses
      $
      138,044
      
      $
      645,268Other Expenses
      $
      19,836
      
      
      47,280Net Loss
      $
      157,880
      
      $
      692,548


6

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Expenses

Our operating expenses for the three month periods ended
October 31, 2009 and 2008 are outlined in the table below:

Three Months EndedOctober 312009
      
      
      2008General and Administrative
      $
      111,035
      
      $
      104,110License Fee
      $
      Nil
      
      $
      NilRoyalty Fee
      $
      Nil
      
      $
      NilForeign Exchange Loss
      $
      26,844
      
      $
      520,856Depreciation and amortization
      $
      165
      
      $
      20,302


Operating expenses for the three months ended October 31, 2009,
decreased by 78.6% as compared to the comparative period in 2008 primarily as a
result of a decrease in foreign exchange loss and depreciation and amortization.

Equity Compensation

We currently do not have any stock option or equity
compensation plans or arrangements.

Liquidity and Financial Condition

Working CapitalAt
    
    
    At
    
    
    PercentageOctober 31,
    
    
    July 31, 2009
    
    
    Increase/Decrease2009Current Assets
    $
    4,669
    
    $
    20,439
    
    
    (77.16)%Current Liabilities
    $
    1,535,964
    
    $
    1,420,323
    
    
    8.14%Working Capital
    $
      (1,531,295
    )
    $
    (1,399,884
    )
    
      (9.39)%


Cash FlowsThree
    
    
    ThreeMonths
    
    
    MonthsEnded
    
    
    EndedOctober 31,
    
    
    October 31,2009
    
    
    2008Net Cash Provided by (Used
      in) Operating Activities
    $
    (141,146
    )
    $
    (598,899
    )Net Cash Provided by Financing Activities
    $
    97,206
    
    $
    (31,805
    )Net Cash Used in Investing
      Activities
    $
    (1,093
    )
    $
    NilEffect of Exchange Rate Changes
    $
    27,396
    
    $
    555,666**Decrease in Cash during the Period**
    $
    (17,637
    )
    $
    (75,038
    )


As of October 31, 2009, our company had working capital deficit
  of $1,531,295.

Contractual Obligations

As a smaller reporting company, we are not required to
provide tabular disclosure obligations.

Critical Accounting Policies

Our financial statements and accompanying notes have been
prepared in conformity with accounting principles generally accepted in the
United States of America for financial statements. Preparing financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenue, and

7

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expenses. These estimates and assumptions are affected by
managements application of accounting policies. We believe that understanding
the basis and nature of the estimates and assumptions involved with the
following aspects of our financial statements is critical to an understanding of
our financials.

Basis of Presentation

The consolidated financial statements include the accounts of
our company, 6544797 Canada Ltd. and our wholly owned subsidiary, Americas Wind
Energy Inc. All significant intercompany balances and transactions are
eliminated on consolidation.

Recent accounting pronouncements

In August 2009, the Financial Accounting Standards Board
("FASB") issued Accounting Standards Update (ASU) 2009-05, Measuring
Liabilities at Fair Value (ASU 2009-05), which clarifies, among other things,
that when a quoted price in an active market for the identical liability is not
available, an entity must measure fair value using one or more specified
techniques. ASU 2009-05 was effective for the first reporting period, including
interim periods, beginning after issuance. Our company adopted the update
effective August 1, 2009 with no impact on our consolidated financial
statements.

In October 2009, the FASB issued ASU 2009-13,
Multiple-Deliverable Revenue Arrangements (ASU 2009-13). ASU 2009-13 applies
to revenue arrangements currently in the scope of FASB ASC Subtopic 605-25,
Multiple Element Arrangements, and provides principles and application
guidance on whether arrangements with multiple deliverables exist, how the
deliverables should be separated, and the consideration allocated to the
deliverables. ASU 2009-13 is effective prospectively for revenue arrangements
entered into or materially modified in fiscal years beginning on or after June
15, 2010. Our company is currently reviewing the effect, if any; the proposed
guidance will have on our consolidated financial statements.

Item 3. Quantitative Disclosures About Market Risks

As a smaller reporting company, we are not required to
provide the information required by this Item.

Item 4T. Controls and Procedures.

Managements Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president (who
is acting as our principal executive officer, principal financial officer and
principle accounting officer) to allow for timely decisions regarding required
disclosure.

As of October 31, 2009, the end of our quarter covered by this
report, we carried out an evaluation, under the supervision and with the
participation of our president (who is acting as our principal executive
officer, principal financial officer and principle accounting officer), of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our president (who is acting as our
principal executive officer, principal financial officer and principle
accounting officer) concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over
financial reporting that occurred during our quarter ended October 31, 2009 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

8

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

Much of the information included in this quarterly report
includes or is based upon estimates, projections or other "forward looking
statements". Such forward looking statements include any projections or
estimates made by us and our management in connection with our business
operations. While these forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein.

Such estimates, projections or other "forward looking
statements" involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other "forward looking statements".

Our common shares are considered speculative during the
development of our new business operations. Prospective investors should
consider carefully the risk factors set out below.

Risks Related to Our Business

*The audited financial statements for the year end July 31,
  2009, states that there is a substantial doubt that we will be able to continue
  as a going concern and our independent certified public accountant added an
  emphasis paragraph to this report.*

Our revenues are from the sublicense agreement are a percentage
  of sales and margins achieved by EWT-Americas from sales to a selected customer
  list.

These revenues are dependent on EWT-Americas achieving sales
  to these customers. To the extent that sales are not achieved or are less than
  anticipated, revenues will be impacted and our company may have difficulty in
  meeting our payment obligations.

There may be some doubt about our ability to continue as a going
  concern.

Our company's continuance as a going concern is dependent on
  our directors and principal stockholders in providing financial support in the
  short term and receiving sufficient sublicense payments to discharge our company’s
  liabilities. In the event that these are not achieved, the assets may not be
  realized or liabilities discharged at their carrying amounts, and differences
  from the carrying amounts reported in these consolidated financial statements
  could be material.

9

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*Most of our assets and all of our directors and officers
  are outside the United States, with the result that it may be difficult for
  investors to enforce within the United States any judgments obtained against
  us or any of our directors or officers.*

Although we are organized under the laws of the State of Nevada,
  United States, our principal business office is located in Toronto, Ontario,
  Canada. Outside the United States, it may be difficult for investors to enforce
  judgments against us that are obtained in the United States in any action, including
  actions predicated upon civil liability provisions of federal securities laws.
  In addition, all of our directors and officers reside outside the United States,
  and nearly all of the assets of these persons and our assets are located outside
  of the United States. As a result, it may not be possible for investors to effect
  service of process within the United States upon such persons or to enforce
  against us or such persons judgments predicated upon the liability provisions
  of United States securities laws. There is substantial doubt as to the enforceability
  against us or any of our directors and officers located outside the United States
  in original actions or in actions of enforcement of judgments of United States
  courts or liabilities predicated on the civil liability provisions of United
  States federal securities laws. In addition, as the majority of our assets are
  located outside of the United States, it may be difficult to enforce United
  States bankruptcy proceedings against us. Under bankruptcy laws in the United
  States, courts typically have jurisdiction over a debtor's property, wherever
  it is located, including property situated in other countries. Courts outside
  of the United States may not recognize the United States bankruptcy court's
  jurisdiction. Accordingly, you may have trouble administering a United States
  bankruptcy case involving a Nevada company as debtor with most of its property
  located outside the United States. Any orders or judgments of a bankruptcy court
  obtained by you in the United States may not be enforceable.

**Risks Related To Our Company Stock**

*If we issue additional shares in the future, it will result
  in the dilution of our existing shareholders.*

Our Articles authorize the issuance of up to 100,000,000 shares
  of common stock and 30,000,000 class A special voting shares. Our board of directors
  may choose to issue some or all of such shares to acquire one or more businesses
  or to provide additional financing in the future. The issuance of any such shares
  will result in a reduction of the book value and market price of the outstanding
  shares of our common stock. If we issue any such additional shares, such issuance
  will cause a reduction in the proportionate ownership and voting power of all
  current shareholders. Further, such issuance may result in a change of control
  of our corporation.

*Trading of our stock may be restricted by the Securities
  Exchange Commission's penny stock regulations, which may limit a stockholder's
  ability to buy and sell our stock.*

The Securities and Exchange Commission has adopted regulations
  which generally define "penny stock" to be any equity security that
  has a market price (as defined) less than $5.00 per share or an exercise price
  of less than $5.00 per share, subject to certain exceptions. Our securities
  are covered by the penny stock rules, which impose additional sales practice
  requirements on broker-dealers who sell to persons other than established customers
  and "accredited investors". The term "accredited investor"
  refers generally to institutions with assets in excess of $5,000,000 or individuals
  with a net worth in excess of $1,000,000 or annual income exceeding $200,000
  or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer,
  prior to a transaction in a penny stock not otherwise exempt from the rules,
  to deliver a standardized risk disclosure document in a form prepared by the
  Securities and Exchange Commission, which provides information about penny stocks
  and the nature and level of risks in the penny stock market. The broker-dealer
  also must provide the customer with current bid and offer quotations for the
  penny stock, the compensation of the broker-dealer and its salesperson in the
  transaction and monthly account statements showing the market value of each
  penny stock held in the customer's account. The bid and offer quotations, and
  the broker-dealer and salesperson compensation information, must be given to
  the customer orally or in writing prior to effecting the transaction and must
  be given to the customer in writing before or with the customer's confirmation.
  In addition, the penny stock rules require that prior to a transaction in a
  penny stock not otherwise exempt from these rules, the broker-dealer must make
  a special written determination that the penny stock is a suitable investment
  for the purchaser and receive the purchaser's written agreement to the transaction.
  These disclosure requirements may have the effect of reducing the level of trading
  activity in the secondary market for the stock that is subject to these penny
  stock rules. Consequently, these penny stock rules may affect the ability of
  broker-dealers to trade our securities. We believe that the penny stock rules
  discourage investor interest in and limit the marketability of our common stock.

10

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*FINRA sales practice requirements may also limit a stockholder's
  ability to buy and sell our stock.*

In addition to the "penny stock" rules described above,
  the Financial Industry Regulatory Authority (FINRA), formerly the National Association
  of Securities Dealers or NASD, has adopted rules that require that in recommending
  an investment to a customer, a broker-dealer must have reasonable grounds for
  believing that the investment is suitable for that customer. Prior to recommending
  speculative low priced securities to their non-institutional customers, broker-dealers
  must make reasonable efforts to obtain information about the customer's financial
  status, tax status, investment objectives and other information. Under interpretations
  of these rules, the FINRA believes that there is a high probability that speculative
  low priced securities will not be suitable for at least some customers. FINRA
  requirements make it more difficult for broker-dealers to recommend that their
  customers buy our common stock, which may limit your ability to buy and sell
  our stock and have an adverse effect on the market for our shares.

*Our common stock is illiquid and the price of our common
  stock may be negatively impacted by factors which are unrelated to our operations.*

Our common stock currently trades on a limited basis on the OTC
  Bulletin Board. Trading of our stock through the OTC Bulletin Board is frequently
  thin and highly volatile. There is no assurance that a sufficient market will
  develop in the stock, in which case it could be difficult for shareholders to
  sell their stock. The market price of our common stock could fluctuate substantially
  due to a variety of factors, including market perception of our ability to achieve
  our planned growth, quarterly operating results of our competitors, trading
  volume in our common stock, changes in general conditions in the economy and
  the financial markets or other developments affecting our competitors or us.
  In addition, the stock market is subject to extreme price and volume fluctuations.
  This volatility has had a significant effect on the market price of securities
  issued by many companies for reasons unrelated to their operating performance
  and could have the same effect on our common stock.

**Trends, Risks and Uncertainties**

We have sought to identify what we believe to be the most significant
  risks to our business, but we cannot predict whether, or to what extent, any
  of such risks may be realized nor can we guarantee that we have identified all
  possible risks that might arise. Investors should carefully consider all of
  such risk factors before making an investment decision with respect to our common
  shares.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-K

|Exhibit |                                                                                                                                                                                                                                                                                                             
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                             
|(2)     | Plan of Purchase, Sale, Reorganization, Arrangement,
      Liquidation or Succession                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                             
|2.1     | Share Exchange Agreement dated August 11, 2006, among
      Northwest Passage Ventures, Ltd., 6544797 Canada Ltd., Americas Wind
      Energy Inc. and the shareholders of Americas Wind Energy Inc.
      (incorporated by reference from our Current Report on Form 8-K filed on
      September 11, 2006)

11

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|Exhibit |                                                                                                                                                                                                                               
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                               
|(3)     | Articles
        of Incorporation and By-laws                                                                                                                                                                                 
|        |                                                                                                                                                                                                                               
|3.1     | Articles of
        Incorporation (incorporated by reference from our Registration Statement
        on Form SB-2 filed on October 29, 2003)                                                                                  
|        |                                                                                                                                                                                                                               
|3.2     | Bylaws (incorporated
        by reference from our Registration Statement on Form SB-2 Filed on October
        29, 2003)                                                                                                     
|        |                                                                                                                                                                                                                               
|3.3     | Certificate
        of Amendment filed with the Nevada Secretary of State on June 19, 2006
        (incorporated by reference from our Current Report on Form 8-K filed on
        September 11, 2006)                        
|        |                                                                                                                                                                                                                               
|3.4     | Certificate
        of Amendment filed with the Nevada Secretary of State on October 16, 2006
        (incorporated by reference from our Current Report on Form 8-K filed on
        October 16, 2006)                       
|        |                                                                                                                                                                                                                               
|(10)    | Material
        Contracts                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                               
|10.1    | License Agreement
        dated April 23, 2004, among Americas Wind Energy Inc. and Emergya Wind
        Technologies B.V. (incorporated by reference from our Current Report on
        Form 8-K filed on September 11, 2006)
|        |                                                                                                                                                                                                                               
|10.2    | Convertible
        Loan Agreement between our company and Smart Goal Investment Limited (incorporated
        by reference from our Current Report on Form 8-K filed on April 11, 2008)                                      
|        |                                                                                                                                                                                                                               
|10.3    | Sublicense Agreement
        dated March 5, 2009 (incorporated by reference from our Current Report
        on Form 8-K filed on March 11, 2009)                                                                              
|        |                                                                                                                                                                                                                               
|10.4    | GE Assignment
        Agreement dated March 5, 2009 (incorporated by reference from our Current
        Report on Form 8-K filed on March 11, 2009)                                                                           
|        |                                                                                                                                                                                                                               
|10.5    | Rural Assignment
        Agreement dated March 5, 2009 (incorporated by reference from our Current
        Report on Form 8-K filed on March 11, 2009)                                                                        
|        |                                                                                                                                                                                                                               
|10.6    | Waverly Assignment
        Agreement dated March 5, 2009 (incorporated by reference from our Current
        Report on Form 8-K filed on March 11, 2009)                                                                      
|        |                                                                                                                                                                                                                               
|10.7    | Consulting Agreement
        between Mr. Hal Dickout and EWT-Americas Inc. (incorporated by reference
        from our Quarterly Report on Form 10-Q filed on June 15, 2009)                                                  
|        |                                                                                                                                                                                                                               
|10.8    | Consulting Agreement
        between Mr. Frank Pickersgill and EWT-Americas Inc. (incorporated by reference
        from our Quarterly Report on Form 10-Q filed on June 15, 2009)                                            
|        |                                                                                                                                                                                                                               
|(21)    | Subsidiaries
        of the Small Business Issuer                                                                                                                                                                             
|        |                                                                                                                                                                                                                               
|        | 6544797 Canada
        Ltd.                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                               
|        | Americas Wind
        Energy Inc.                                                                                                                                                                                             
|        |                                                                                                                                                                                                                               
|(31)    | Section 302
        Certifications                                                                                                                                                                                            
|        |                                                                                                                                                                                                                               
|31.1*   | Section
        302 Certification                                                                                                                                                                                             
|        |                                                                                                                                                                                                                               
|(32)    | Section 906
        Certification                                                                                                                                                                                             
|        |                                                                                                                                                                                                                               
|32.1*   | Section
        906 Certification                                                                                                                                                                                             

* Filed herewith

12

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|                         | AMERICAS WIND ENERGY CORPORATION                               
|------------------------ | ---------------------------------------------------------------
|                         | (Registrant)                                                   
|                         |                                                                
|                         |                                                                
|Dated: December 18, 2009 | /s/
      Harold C.F. Dickout                                  
|                         | Harold C.F. Dickout                                            
|                         | President, Chief Executive Officer, Chairman
      and         
|                         | Director                                                       
|                         | (Principal Executive Officer, Principal
      Financial Officer
|                         | and Principal Accounting Officer )                             

13

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